Hexcel Corporation filed SEC Form 8-K: Other Events, Financial Statements and Exhibits

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 27, 2026

Hexcel Corporation

(Exact name of Registrant as Specified in Its Charter)

Registrant’s Telephone Number, Including Area Code: (203) 969-0666

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

        

       

       

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Section 8 – Other Events

Item 8.01.

Other Events.

On April 30, 2026, Hexcel Corporation (the “Company”) issued $400,000,000 aggregate principal amount of its 4.900% Senior Notes due 2031 (the “Notes”).

The Notes were registered under the Securities Act of 1933, as amended (the “Act”), pursuant to the Company’s shelf registration statement on Form S-3ASR (File No. 333-278173) (the “Registration Statement”) filed on March 22, 2024. On April 29, 2026, the Company filed with the Securities and Exchange Commission (the “SEC”) a prospectus supplement, dated April 27, 2026 (the “Prospectus Supplement”), containing the final terms of the Notes pursuant to Rule 424(b)(2) of the Act.

In connection with the offer and sale of the Notes, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and U.S. Bancorp Investments, Inc., acting as representatives of the several underwriters named therein (collectively, the “Underwriters”). The Company intends to use the net proceeds from the sale of the Notes, together with cash on hand, to (i) fund the redemption of the Company’s outstanding unsecured 3.950% Senior Notes due 2027 (the “2027 Notes”), of which $400,000,000 was outstanding as of the date hereof and (ii) pay fees and expenses in respect of the foregoing.

Pursuant to the Underwriting Agreement, the Company agreed to sell the Notes to the Underwriters and the Underwriters agreed to purchase the Notes for resale to the public. The Underwriting Agreement includes customary representations, warranties and covenants by the Company. The Underwriting Agreement also provides for customary indemnification by each of the Company and the Underwriters against certain liabilities and customary contribution provisions in respect of those liabilities.

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The Notes were issued under the base indenture, dated as of August 3, 2015 (the “Base Indenture”), as supplemented by the fourth supplemental indenture, dated as of April 30, 2026 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), in each case, between the Company and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee (the “Trustee”). The Base Indenture has been filed as Exhibit 4.1 to the Registration Statement and is incorporated herein by reference. The Supplemental Indenture and a form of the Notes have been filed as Exhibits 4.2 and 4.3 to this Current Report on Form 8-K and are incorporated herein by reference.

The net proceeds to the Company from the sale of the Notes, after the underwriting discount and offering expenses, are estimated to be approximately $395,200,000.

The Notes will bear interest at the rate of 4.900% per annum and mature on May 15, 2031. Interest on the Notes will be payable semi-annually on May 15 and November 15 of each year, beginning on November 15, 2026.

At any time, and from time to time, prior to April 15, 2031, the Company may redeem the Notes, in whole or in part, at a redemption price calculated in a manner set forth in the Indenture. At any time on or after April 15, 2031, the Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest, if any, on the principal amount of the Notes being redeemed to, but excluding, the relevant redemption date.

Upon the occurrence of a Change of Control Repurchase Event (as defined in the Supplemental Indenture), unless the Company has exercised its right to redeem the Notes in full, the Company shall be required to make an offer to each holder of Notes to purchase all or, at the election of such holder, any part (equal to a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof) of such holder’s Notes for cash at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, thereon to, but excluding, the repurchase date.

The Notes are unsecured, unsubordinated obligations of the Company and rank equally in right of payment with all of the Company’s existing and future unsecured, unsubordinated indebtedness. The Notes were issued in minimum denominations of $2,000 and any integral multiple of $1,000 in excess thereof.

The Indenture imposes restrictions on the Company and certain of its subsidiaries, including certain restrictions customary for financings of this type, that, among other things, limit the ability to incur additional liens, to make certain fundamental changes and to enter into sale and leaseback transactions. In addition, the Indenture contains events of default customary for financings of this type. For further information about the terms and conditions of the Underwriting Agreement, the Indenture and the Notes, please refer to the Prospectus Supplement. The descriptions of the Underwriting Agreement, the Indenture and the Notes herein and in the Prospectus Supplement are summaries and are qualified in their entirety by the terms of the Underwriting Agreement, the Indenture and the Notes, respectively.

Also on April 27, 2026, the Company elected to redeem all $400,000,000 aggregate principal amount of the outstanding 2027 Notes. The 2027 Notes will be redeemed on May 28, 2026 (the “Redemption Date”). The Redemption is subject to the consummation, on or prior to the Redemption Date, of the Notes offering. The Company instructed the Trustee to distribute a notice of redemption to all registered holders of the 2027 Notes on April 28, 2026. Copies of such notice of redemption and additional information relating to the procedure for redemption of the 2027 Notes may be obtained from the Trustee.

This report is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Act.

Section 9 – Financial Statements and Exhibits

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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